UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 13, 2007
Date of Report (Date of earliest event reported)
IPG PHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or Other Jurisdiction
of Incorporation)
|
|
001-33155
(Commission File No.)
|
|
04-3444218
(IRS Employer
Identification No.) |
50 Old Webster Road
Oxford, Massachusetts 01540
(Address of Principal Executive Offices, including Zip Code)
Registrants telephone number, including area code: (508) 373-1100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 8.01 OTHER EVENTS
Certain directors and officers of IPG Photonics Corporation (the Company) adopted
pre-arranged trading plans (each, a Plan) designed to comply with Rule 10b5-1 under the
Securities Exchange Act of 1934, as amended, and the Companys policies regarding stock
transactions. Under Rule 10b5-1, directors, officers and other persons who are not in possession
of material non-public information may adopt a plan or contract for pre-arranged sales of
Company securities under specified conditions and at specified times. Using these Plans,
insiders can gradually diversify their investment portfolios, spread stock trades out over an
extended period of time to reduce market impact and avoid concerns about transactions occurring
at a time when they might possess inside information.
The directors and officers who have adopted Plans have informed the Company that these
stock sales are part of their individual programs for asset diversification.
The Plan adopted by Valentin Gapontsev, the Companys Chief Executive Officer and the
Chairman of the Companys Board of Directors, provides for the sale of up to a total of 100,000
shares over a period of approximately six months beginning September 22, 2007, unless terminated
sooner in certain circumstances. Shares will be sold under the Plan on the open market at
prevailing market prices, subject to minimum price thresholds.
The Plan adopted by Eugene Shcherbakov, the Managing Director of IPG Laser GmbH, a
subsidiary of the Company, and a member of the Companys Board of Directors, provides for the
sale of up to a total of 100,000 shares over a period of approximately six months beginning
September 14, 2007, unless terminated sooner in certain circumstances. Shares will be sold under
the Plan on the open market at prevailing market prices, subject to minimum price thresholds.
The Plan adopted by Denis Gapontsev, the Companys Vice President of Research and
Development, provides for the sale of up to a total of 100,000 shares over a period of
approximately six months beginning September 14, 2007, unless terminated sooner in certain
circumstances. Shares will be sold under the Plan on the open market at prevailing market
prices, subject to minimum price thresholds.
The Plan adopted by Tim Mammen, the Companys Vice President and Chief Financial Officer,
provides for the sale of up to a total of 66,666 shares over a period of approximately seven
months beginning September 12, 2007, unless terminated sooner in certain circumstances. All of
these shares will be acquired through the exercise of stock options. Shares will be sold under
the Plan on the open market at prevailing market prices, subject to minimum price thresholds.
The Plan adopted by Angelo Lopresti, the Companys Vice President, General Counsel and
Secretary, provides for the sale of up to a total of 100,000 shares over a period of
approximately three months beginning September 17, 2007, unless terminated sooner in certain
circumstances. All of these shares will be acquired through the exercise of stock options.
Shares will be sold under the Plan on the open market at prevailing market prices, subject to
minimum price thresholds.
Robert A. Blair, a member of the Companys Board of Directors, amended his existing Plan to
increase the total number of shares that may be sold under the Plan from 80,000 to 100,000.
The Company does not undertake to report Plans that may be adopted by any employees or
directors of the Company in the future, or to report any modification or termination of any
Plan, except to the extent required by law.
2